| Wed 11 Jan 2012, 7:05 | | EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited |
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EXX
EXX
EXX - Exxaro Resources Limited - Exxaro cash offer to African Iron Limited
shareholders and listed option holders
Exxaro Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/011076/06)
JSE share code: EXX ISIN: ZAE000084992
ADR code: EXXAY
("Exxaro")
EXXARO CASH OFFER TO AFRICAN IRON LIMITED SHAREHOLDERS AND LISTED OPTION HOLDERS
The attention of shareholders is drawn to the joint announcement released by
Exxaro and African Iron Limited ("African Iron") (ASX:AKI) on the Australian
Securities Exchange (the "Joint Announcement") that the parties have executed a
Takeover Bid Implementation Agreement under which Exxaro (via a wholly-owned
subsidiary) is offering all African Iron shareholders A$0.51 cash per share (to
be increased to A$0.57 per share should Exxaro acquire 75% or more of the fully
diluted share capital of African Iron), and all African Iron listed option
holders A$0.31 cash per listed option (to be increased to A$0.37 per listed
option if Exxaro acquires 75% or more of the fully diluted share capital of
African Iron), subject to certain conditions ("Offers"). The Offers will remain
open for acceptances until 5pm Perth time on 14 February 2012 (unless extended).
The Offers are recommended unanimously by the African Iron board of directors in
the absence of a superior proposal. Furthermore, each African Iron director that
holds African Iron shares intends to accept the share offer (in the absence of a
superior proposal) with respect to all shares owned or controlled by them within
six business days of the offer opening. Exxaro has also entered into a pre-bid
acceptance agreement with African Iron`s largest shareholder, Cape Lambert
Resources Limited ("Cape Lambert") (ASX:CFE), pursuant to which Cape Lambert has
agreed to accept the offer within five days of the offer opening (unless a
higher competing bid is announced before such time) in respect of 19.99% of
African Iron`s current shares on issue.
The full details of the Offers are contained in the Joint Announcement released
today on the Australian Securities Exchange. The acquisition by Exxaro, as a
result of the Offer, would fall below the threshold for a Category 2 transaction
as defined in terms of the JSE Limited Listings Requirements, and accordingly
this announcement is voluntary.
African Iron is an Australian-listed and domiciled iron ore development company
working on the exploration and evaluation of the Mayoko and Ngoubou-Ngoubou
projects, located in the Republic of Congo ("RoC") in central West Africa.
African Iron`s projects are located in the Niari Prefecture approximately 300km
north-east of Pointe-Noire on the Atlantic Ocean. African Iron`s key asset is
its 92% interest in the Mayoko iron ore project ("Mayoko" or "Mayoko Project").
The Mayoko Project currently has a JORC compliant mineral resource of 121
million tonnes of iron ore, consisting of a hematite cap of direct shipping ore
("DSO") at 55% Fe and beneficiable DSO ore at 41% Fe. The Mayoko Project
represents a near term development opportunity in an emerging iron ore province
in central West Africa with an existing underutilised, heavy haulage mineral
railway passing within 2km of the main prospect and terminating at the port of
Pointe-Noire. African Iron`s second iron ore opportunity is its 85% interest in
the 944km2 Ngoubou-Ngoubou Authority to Prospect, which is contiguous with
Mayoko. For further information on African Iron, please visit
www.africanironlimited.com.
The Offers are consistent with Exxaro`s stated objective of expanding into the
iron ore sector. Exxaro believes the fundamentals of iron ore are positive in
the medium- to long-term and has in-house expertise and experience in mining
bulk ore commodities. Exxaro has been actively pursuing opportunities to
increase its exposure in iron ore and believes this operation in the RoC, an
iron ore development frontier, provides an attractive platform for further
growth in the commodity.
Sipho Nkosi, the CEO of Exxaro, said: "African Iron`s assets provide an
excellent match to Exxaro`s stated objective of gaining operational exposure in
iron ore. African Iron represents a reasonably sized opportunity, which will
allow Exxaro to leverage its bulk commodity and iron ore expertise. At the same
time the Offers allow African Iron shareholders the opportunity to realise an
attractive cash price at a considerable premium to the market value."
About Exxaro
Exxaro Resources Limited is a diversified South African-based mining company,
listed on the JSE Limited (JSE: EXX) with a market capitalisation of
approximately R61.8 billion.
Exxaro mines, extracts and processes a range of minerals and metals, including
coal, mineral sands and base metals primarily in South Africa, Australia and
China. As one of the largest South African coal producers, with capacity now
approaching 48 million tonnes per annum and the third-largest global producer of
mineral sands products, Exxaro is a significant participant in the coal and
mineral sands markets. Exxaro has a 20% interest in the Sishen Iron Ore Company,
a subsidiary of JSE listed Kumba Iron Ore Limited, which operates the Sishen and
Thabazimbi mines in South Africa.
Further information on Exxaro can be found at www.exxaro.com
For enquiries:
Wim de Klerk
Finance Director
Tel: +27 12 307 4848
Email: wim.deklerk@exxaro.com
11 January 2012
Sole financial advisor to Exxaro
Investec Bank (Australia) Limited and Investec Bank Limited
Legal advisors
Gilbert + Tobin
Transaction sponsor
Investec Bank Limited
Sponsor to Exxaro
Deutsche Securities (SA) (Proprietary) Limited
Date: 11/01/2012 07:05:01 Produced by the JSE SENS Department.
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